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TENNESSEE STATUTES AND CODES

43-38-611 - Limitation of director's liability.

43-38-611. Limitation of director's liability.

(a)  A director's personal liability to the cooperative or members for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles, except as provided in subsection (b).

(b)  The articles may not eliminate or limit the liability of a director for:

     (1)  A breach of the director's duty of loyalty to the cooperative or its members;

     (2)  Acts or omissions that are not in good faith or involve intentional misconduct or a knowing violation of law;

     (3)  A transaction from which the director derived an improper personal benefit; or

     (4)  An act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.

[Acts 2004, ch. 534, § 25.]  

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